20240205_CUAN_Laporan Informasi dan Fakta Material_31574652_lamp2.pdf

This Changes and/or Additions to the Disclosure of Information to Shareholders is published in connection with the acguisition
of 342.925.700 shares or approximately 3456 shares of PTRO by KIP that is owned by PT Caraka Reksa Optima, with material value
under OJK Regulation 17/2020 which reguires the approval of the Company's GMS.

This Changes and/or Additions to the Disclosure of Information is published on 5 February 2024

PT PETRINDO JAYA KREASI TBK

2AKX642431099 ad

Michae
President Director

. DEFINITION

“Securities Administration : The securities administration bureau of the Company.

Bureau”

“IDX” : The Indonesia Stock Exchange or PT Bursa Efek Indonesia.

“State Gazette” 1 The State Gazette of the Republic of Indonesia.

“CRO" or “Seller” 1 PT Caraka Reksa Optima, a limited liability company duly estabtished

under the laws of the Republic of indonesia and is domiciled in Jakarta.

“BOC” 1 A corporate organ that is tasked to conduct general and/or special
supervision in accordance with the articles of association and give advice
to the BOD.

“BOD” : A corporate organ that is entitled to be fully responsible for the

management of the company in its interest, in accordance with the
company's purpose and objectives and represent the company, whether
in or outside of court in accordance with the provisions of its articles of
association.

“Shareholders Register The shareholders register of the Company.

“KIP” or “Buyer” 1 PT Kreasi Jasa Persada, a limited liability company duly established under
the laws of the Republic of Indonesia and domiciled in Jakarta.

“KIPP” : Kusnanto & Partners, an Office of Public Appraisal Services (Kantor Jasa
Penilai Publik).
“Fairness Opinion Report” : Fairness Opinion Report No. 00007/2.0162-00/B5/05/0153/1/11/2024

dated 1 February 2024 on the Fairness Opinion of the Proposed
Transaction.

“Appraisal Report” : Appraisal Report No. 00006/2.0162-00/BS/05/0153/1/11/2024 dated 1
February 2024 on the Appraisal of 34.001 Shares of PT Petrosea Tbk, as
defined in Chapter VI.

“Public” !. The Company's Shareholder which owns less than 596 of the Company.
“MOLHR” : The Minister of Law and Human Rights of the Republic of Indonesia.
“Transaction Object” 1 The shares in amount of 342,925,700 that are being acguired by the

Company, which represents approximately 344 from all shares issued
and paid-up in full within PTRO, as further disclosed in Chapter III of this
Changes and/or Additions to the Disclosure of Information.

“Appraisal Object”

“ggK"

“Shareholders”

“Fairness Opinion”

“Company”

“Changes and/or Addition
to the Disclosure of
Information”

“Public Company”

“OJK Regulation 11/2017”

“OJK Regulation 9/2018”

“OJK Regulation 15/2020”

“OJK Regulation 17/2020”

342,925,700 shares which represents approximately 34X from the total
issued and paid-up capital of PTRO, as further disclosed in Chapter VI of
this Changes and/or Additions to the Disclosure of Information.

The Financial Services Authority (Otoritas Jasa Keuangan), an
independent body as referred to in Law No. 21 of 2011 on the Financial
Services Authority as amended by the P2SK Law (“OIK Law”), that is
tasked and its authorities includes regulatory and supervision of financial
services in the sectors of banking, capital market, insurance, pension
fund, finance institutions and other institutions, as of 31 December 2012,
OJK is a body which replaces and assumes the rights and obligations to
conduct regulatory and supervisory functions of the Bapepam & LK in
accordance with the provisions under Article 55 of the OJK Law.

The parties which own benefits of the Company's shares, whether
scripted or scripless through collective escrow that is kept and
maintained in the securities account at the Central Securities Depository
or PT Kustodian Sentral Efek Indonesia, that is listed in the Company's
Shareholders Register maintained by PT Datindo Entrycom as the
Company's Securities Administration Bureau

The Fairness Opinion of the Proposed Transaction delivered by the KJPP,
as expressed in the Fairness Opinion Report.

PT Petrindo Jaya Kreasi Tbk, a publicly listed limited liability company
domiciled in Jakarta.

This Changes and/or Additions to the Disclosure of Informations that
contains information on the Proposed Transaction which is prepared to
fulfil the reguirements under OJK Regulation 17/2020.

An issuer that has conducted its public offering of eguity shares or a
public company.

OJK Regulation No. 11/POJK.04/2017 on the Ownership Report or
Changes in Ownership Report of Shares in Public Companies.

OJK Regulation No. 9/POJK.04/2018 on the Acguisition of a Public
Company.

OJK Regulatiom No. 15/POJK.04/2020 on the Planning and
Implementation of a General Meeting of Shareholders of a Public
Company.

OJK Regulation No. 17/POJK.04/2020 on Material Transaction and
Changes in Business Activities.

“OJK Regulation 42/2020”

“CSPA"

“PTRO”

“Proposed Transaction”

“Rupiah” or “Rp” or “IDR”
“GMS”

“EGMS”

“Additional State Gazette”

“ysD”

“Company Law”

“P2SK Law”

OJK Regulation No. 42/POJK.04/2020 on Affiliated Transaction and
Conflict of Interest Transaction.

Conditional Sale and Purchase of Shares Agreement In Relation with the
Purchase of 3496 Shares of PT Petrosea Tbk dated 7 November 2023,
between KIP and CRO.

PT Petrosea Tbk, a pubticly listed limited liability company, that was duly
established under the laws of the Republic of Indonesia and is domiciled
in South Tangerang.

The proposed sale and purchase of PTRO shares by KIP, as disclosed in
Chapter Il of this Changes and/or Additions to the Disclosure of
Information.

References to the valid currency of the Republic of Indonesia.

The General Meeting of Shareholders.

The Extraordinary General Meeting of Shareholders.

The Additional State Gazette of the Republic of Indonesia.

United States Dollar or references to the valid currency of the United
States of America.

Law No. 40 of 2007 on Limited Liability Company, as amended under Law
No. 60f 2023 on the Stipulation of Government Regulation in Lieu of Law
No. 20f2022 asa Law.

Law No. 4 of 2023 on the Development and Strengthening of the
Financial Sector.

1. RECITALS

This Changes and/or Additions to the Disclosure of Information is made to provide an explanation to the
public in relation with the plan of which KIP intend to conduct a Proposed Transaction, which is the
acguisition of 342,925,700 shares that represents approximately 349 ownership of shares in PTRO that is
listed under CRO's name, as stipulated in the CSPA.

KIP isa limited liability company controlled by the Company, in which the Company owns 99.984 of the
issued and paid-up capital of KJP.

The Proposed Transaction that would be conducted by KIP fulfills the threshold of material transaction
value as referred to in Article 3 paragraph (1) and (2) of OJK Regulation 17/2020, that is calculated based
on the Company's consolidated financial statement dated 30 September 2023 which has undergone a
limited review and PTRO's audited financial statement for the period ending on 30 September 2023,

where:

ta) the Proposed Transaction value reaches 524 of the Company's eguity,

tb) the total assets of PTRO, when divided with the total assets of the Company, reaches 49696:
(c) the net profits of PTRO, when divided with the Company's net profits, reaches 10244: and
td) the income of PTRO, when divided with the Company's income, reaches 3954.

Nonetheless, the Proposed Transaction is not an affiliated transaction and/or a conflict of interest
transaction as referred to under OJK Regulation 42/2020, due the fact that the parties involved in such
Proposed Transaction, KJP and CRO, does not have an affiliate relationship and does not entail any
conflict between the economic interests of the Company and the individual economic interest of the
members of the BOD, members of the BOC, its main shareholder or controller when concerning the
Proposed Transaction, which may be detrimental to the Company as referred to under OIK Regulation
42/2020. Aside from the above, the Proposed Transaction does not raise any potential implications on
the Company's business activities.

In accordance with Article 30 letter a of OJK Regulation 17/2020, in which a material transaction
conducted by a controlled company (in this case, KJP) that is not a public company or its financial
statement is consolidated with a public company (in this case, the Company), the Company as a publicly
listed company shall fulfill the procedures of a material transaction as stipulated under OJK Regulation
17/2020. Pursuant to Article 6 paragraph (1) of OJK Regulation 17/2020, the Company shall: (i) engage an
appraiser to determine the fairness value of the Transaction Object, (iih announce a disclosure of
information to the Public and, along with other supporting documents, to the OJK simultaneously with
the GMS announcement, in which such GMS shall be held to obtain approval to conduct the Proposed
Transactionj and (iii) obtain a prior approval from the approval as the value of the Proposed Transaction
exceeds the threshold stipulated under Article 3 paragraph (1) and (2) jo. Article 6 paragraph (1) letter d.1
Of OJK Regulation 17/2020.

Therefore, the GMS approval in relation with the Proposed Transaction, in which isa material transaction
shall be reguested through the Company's EGMS, which is planned to be held on 12 February 2023 at
Wisma Barito Pacific, Lantai M, Jl. Let. Jend. S. Parman Kav. 62-63, Jakarta 11410. Further details on the
Company's EGMS shall be further elaborated in Chapter VIli of this Changes and/or Additions to the
Disclosure of Information.

The Company has obtained (i) a fair value of the transaction object based on Appraisal Report: and (ii)
fairness of the Proposed Transaction from the KIPP under Fairness Opinion Report.

In connection with the above and to fulfill the provisions of OJK Regulation 17/2020, the BOD of the
Company hereby announces this Changes and/or Additions to the Disctosure of Information to provide
information to the Company's Shareholders of the Proposed Transaction that sha!t be conducted by the
Company, through KIP, in which such Proposed Transaction shall be effective once all the conditions
precedent as set forth in the CSPA has been fulfilled.

Aside from what has been disclosed in this Changes and/or Additions to the Disclosure of Information,
there are no other regulations that must be satisfied other than OJK Regulation 17/2020 and has not

obtained any approval from the government, agency, or any other institution reguired to be obtained by
KIP, CRO, PTRO and the Company in relation with the execution of the Proposed Transaction.

Furthermore, based on the CSPA, after the Proposed Transaction has been conducted, CRO as the seller
shall be obligated to deliver a report on the changes of its ownership in PTRO to the OJK in accordance
with the provisions under OJK Regulation 11/2017.

HI, DESCRIPTION OF THE TRANSACTION

A. OBJECT AND VALUE OF THE TRANSACTION

Acguisition of 342,925,700 shares representing approximately 344 of all issued and paid-up
capital in PTRO (“Transaction Object"). Brief description of PTRO which becomes the target
company can be referred to Chapter IV of this Changes and/or Addition to the Disclosure of
Information.

The total value of the Proposed Transaction is IDR940,000,000,000 as further explained in Section
B8 below. The source of fund utilized to carry out the acguisition of PTRO by KIP is sourced from a
loan obtained by the Company from PT Bank Negara Indonesia (Persero) Tbk. The funds will then
be distributed by the Company to KJP as a form of capital increase.

B. BRIEF DESCRIPTION OF THE PROPOSED TRANSACTION

In relation to the Proposed Transaction, KJP and CRO have executed CSPA on 7 November 2023.
The following is a brief description of the main provisions as stipulated in CSPA:

Title of the Agreement 2 | CSPA

Parties » 1. KIPas buyer: and

2. CROas seller.

Object of Sale and | : | 342.925.700 shares owned by CRO which representing approximately

Purchase 344 of ali issued and paid-up capitalin PTRO.

Purchase Price : 1 1DR940,000,000,000

Payment Method : | Payment will be made by KJP to CRO by transferring funds to CRO's bank
account.

Conditions Precedent 1 | Buyer's Conditis

# Buyer has fully conducted due diligence on PTRO in accordance with
the provisions of the CSPA.

« Buyer has fulfilled the material transaction procedure as reguired by
Article 6 OJK Regulation 17/2020, including obtaining GMS approval
from the Company.

Seller's Conditions:

» Seller has obtained the reguired approvals under laws and
regulations, including the approval of the Seller's shareholders.

«  Resignation letter signed by Haji Robert Nitiyudo Wachjo as the
President Commissicner of PTRO and its subsidiaries that are
affiliated with Haji Robert Nitiyudo Wachjo.

#  Approval from ta) PTRO's GMS in connection with changes in the
composition of the BOD and BOC nomiated by KIP: and (b) its
creditors in connection with contracts to which PTRO is a party.

#  CRO's warranties under the CSPA is correct, appropriate, accurate
and not misleading.

s There are no (a) adverse events that have occurred that may
reasonably be expected to result in material adverse changes: and
(b) material breach of any pre-ciosing covenants and any provisions
Of the CSPA.

Covenants 1 | The Seller shall assist the Buyer to ensure the Buyer become the
controller of PTRO.

Deadline of Conditions | : | 31 March 2024

Fulfillment
Governing Law » | Law of the Republic of Indonesia.
Dispute Resolution : | Arbitration through the Indonesian National Arbitration Board.

Other than the approvals referred to in the conditions precedent above, no other approvals are reguired
to consummate the Proposed Transaction.

Atotal of 244,730.00 shares owned by CRO representing 24.2647 of the issued and paid-up capital of PTRO
owned by CRO ("Pledged Shares"), which are part of the shares to be purchased by KJP on the date of this
Changes and/or Additions to the Disclosure of Information are being pledged by CRO to KIP pursuant tothe
Shares Pledge Agreement between CRO and KIP dated 7 November 2023, The purpose of the shares pledge
Is to secure the obligations and responsibilities of CRO to KIP in connection with the advance payment by
KIP to CRO for PTRO shares to be purchased by KJP from CRO as stipulated under the CSPA.

In accordance with the provisions of the CSPA, the Pledged Shares will be released from the ptedge prior to
the completion of the Proposed Transaction. Meanwhile, as of the date of this Changes and/or Additions
to the Disclosure of Information, PTRO shares to be purchased by KIP from CRO are not in any proceedings
and/or are an object of dispute with any other party.

The following is the shareholding structure of PTRO up to the ownership of individual shareholders, before
and after the Proposed Transaction is executed:

Ownership Structure of PTRO Before Proposed Transaction

No, Shareholder of PTRO Amount of Shares Percentage

1. PT Caraka Reksa Optima 694,964,098 68.901
2. PT Sentosa Bersama Mitra 190,149,759 18.854
3. Masyarakat/Publik 123,491,143 12.259
Total Issued and Fully Paid-Up Capital 1,008,605,000 100.004

"per 31 December 2023

No. Ultimate Beneficial Owner from Shares Ownership

1. Haji Romo Nitiyudo Wachjo (Pengendali)
2 Hapsoro

3. Djauhar Maulidi

4. Medi Avianto

5. Teuku Syariful Alammuddin

6. Aria Meilyanti

7 Rafael Nitiyudo

8 Troy Trijono

9 Ruddy Santoso

10. Romi Novan Indrawan

Ownership Structure of PTRO After Proposed Transaction

No. Shareholder of PTRO Amount of Shares Percentage
1 PT Caraka Reksa Optima 352,038,398 34.906
2 PT Kreasi Jasa Persada 342,925,700 34.004
3 PT Sentosa Bersama Mitra 190,149,759 18.855
4 Masyarakat/Publik 123,491,143 12.254
Total 'ssued and Fully Paid-Up Capital 1,008,605,000 100.004

No. Ultimate Beneficial Owner from Shares Ownership

1 Prajogo Pangestu (Pengendali)
2. Haji Romo Nitiyudo Wachjo
3 Hapsoro

4. Ojauhar Maulidi

5. Medi Avianto

6. Teuku Syariful Alammuddin
7. Aria Meilyanti

8. Rafael Nitiyudo

9. Troy Trijono

10. Ruddy Santoso

11. Romi Novan Indrawan

Cc. INFORMATION ABOUT THE PARTIES TO THE TRANSACTION
C1. KJP as Buyer

C.l.1 Brief History of KIP

C1.3

KIP, domiciled in West Jakarta, is a limited liability company established and regulated under the
laws of Republic of Indonesia. KJP was established based on Deed of Establishment No, 3 dated 3
August 2023, made before Suharyo Adi Nugroho, S.H., M.Kn., M.H., Notary in Karawang Regency,
which has been approved by the MOLHR based on Decree No. AHU-0056910.AH.01.01.TAHUN
2023 dated 4 August 2023 and has been registered in the company register at the MOLHR No.
AHU-0149318.AH.01.11.TAHUN 2023 dated 4 August 2023 (“Deed of Establishment of KJP”).

As of the date of this Changes and/or Additions to the Disclosure of Information, the latest KJP's
articles of association is as contained in the Establishment Deed of KIP.

KJP has its office at Wisma Barito Pacific Building, 3B Floor, Let. Jend. S. Parman Street Kav. 62-63,
Palmerah, Jakarta 11410, Indonesia.

Based on Article 3 of the Deed of Estab!ishment of KJP, KIP's scope of activitiy is to engage in Other
Mining and Ouarrying Support Activities. However, as of the date of this Changes and/or Additions
to the Disclosure of Information, KJP has not conducted any business activities.

Capital Structure and Shareholders Composition of KJP
Based on the Deed of Establishment of KIP No. 3 of 3 August 2023, made before Suharyo Adi

Nugroho, S.H., M.Kn., M.H., Notary in Karawang Regency, the capital structure and shareholders
composition of KJP are as follows:

Nominal Vafue IDR1.000.000 per share .
DESCRIPTION NUMBER OF NOMINAL AMOUNT
SHARES (OR)

AUTHORIZED CAPITAL 15,000 15,000,000,000 -
ISSUED AND PAID UP CAPITAL
1. “Company 4,999 2,999,000,000 99.98
2. PT Tamtama Perkasa 1 1,000.000 0.02
Total of Issued and Paid Up Capital 5,000 5,000,000,000 | 100.000
SHARES IN PORTOFOLIO 10,000 10,000,000,009 -

BOD and BOC of KJP

Based on the Deed of Establishment of KJP No. 3 of 3 August 2023, made before Suharyo Adi
Nugroho, S.H., M.Kn., M.H., Notary in Karawang Regency, the composition of KIP's BOD and BOC
on the date of this Changes and/or Additions to the Disclosure of Information issuance are as
follows:

BOD

President Director : Michael
Director : Diana Arsiyanti
BOC

Commissioner : Erwin Ciputra

C2.

c.21

€.2.4

CRO as Seller

Brief History of CRO

CRO, domiciled in North Jakarta, is a limited liability company established and regulated under
the laws of Republic of Indonesia. CRO was established based on Deed of Establishment No. 16
dated 29 September 2021, made before Riflein Narwis, S.H., M.Kn., Notary in Karawang, which
has been approved by MOLHR based on Decree No. AHU-0061334.AH.01.01.TAHUN 2021 dated
30 September 2021 has been registered in the company register at the MOLHR No. AHU-
0168990.AH.01.11.TAHUN 2021 dated 30 September 2021 (“Establishment Deed of CRO”).

As of the date of this Changes and/or Additions to the Disclosure of Information, the
Establishment Deed of CRO which contains articles of association has been amended severaltimes
as last amended by Deed 84 No. 25 Oktober 2023, made before Ungke Mulawanti, S.H., M.Kn.,
Notary in Bekasi Regency, which has been notified to and accepted by the MOLHR based on
Notification Receipt on the Change of Articles of Association No. AHU-AH.01.09-0182112 dated 7
November 2023, also has been registered in the company register of MOLHR No. AHU-
0222917.AH.01.11.TAHUN 2023 dated 7 November 2023 (“AOA of CRO”).

CRO hasits office at Office Park Thamrin Residence, Blok A01-0S, Jl. Thamrin Boulevard, Kelurahan
Kebon Melati, Kecamatan Tanah Abang, Central Jakarta, DKI Jakarta.

Business Activities of CRO

Based on Article 3 AOA of CRO, CRO's scope of activities are to engage in Financial and Insurance
Activities and Professional, Scientific and Technical Activities. However, the business activities that
have truly been carried out by CRO is the Holding Company Activities (KBLI Code 64200).

Capital Structure and Shareholders Composition of CRO

Based on Statement of Shareholders Resolutions Deed No. 84 dated 25 October 2023, made
before Ungke Mulawanti, S.H., M.Kn., Notary in Bekasi Regency, which has been notified to
MOLEHR as proven by Notification Receipt on the Change of Company Data No. AHU-AH.01.09-
0182112 dated 7 November 2023, the capital structure and shareholders cemposition of CRO are
as follows:

Nominal Value IDR1,090,000 per share
DESCRIPTION bi
NUMBER OF SHARES PMA AM GUNT

AUTHORIZED CAPITAL 10,100 10,100,000,000

ISSUED AND PAID UP CAPITAL .

1 PT Sentosa Bersama Mitra 8,456 8,456,000,000 83.72
2 PT Dua Usaha Karya negeri 1,369 1,369,000,000 13.56
3. PT Khasanah Kinarya Bersama 275 275.000,000 2.72
Total of Issued and Paid Up Capital 10,100 10,100,000,000 100.09
SHARES IN PORTOFOLIO - - -

BOD and BOC of CRO

Based on Deed No. 52 dated 12 October 2023, made before Ungke Mulawanti, S.H., M.Kn., Notary
in Bekasi Regency, and has been notified to MOLHR as proven by Notification Receipt on the
Change of Company Data No. AHU-AH.01,09-0173020 dated 12 October 2023, the composition of
CRO's BOD and BOC on the date of this Changes and/or Additions to the Disclosure of Information
issuance are as follows:

BoD

Director : Ogi Rulino

BOCc

Commissioner : M. Oka Lesmana Firdauzi

D. OTHER ADDITIONAL INFORMATION

The Proposed Transaction will also futfill the provisions regarding mandatory tender offer as
stipulated in POJK 9/2018 ("MTO"). In connection with further announcements related to the
plan, implementation period, implementation price, and other related information, including the
procedures for implementation, the Company will announce and carry out in accordance with the
procedures stipulated in POJK 9/2018.

After the Proposed Transaction, CRO will no longer be the controller of PTRO, whereas KJP will be
the sole controller of PTRO, hence, KJP and CRO are not an Organized Group as referred to in OJK
Regulation 9/2018.

Furthermore, in connection with the Proposed Transaction, PTRO has obtained approval from (a)
PT Bank Mandiri (Persero) Tbk based on Letter No. CBG.CTS/11739/2023 dated 29 December 2023
regarding the Response to Changes in Shareholders: (b) PT KDB Tifa Finance Tbk based on Letter
No. FIN/XI/2023-0116 dated 15 November 2023: (c) PT ORIX Indonesia Finance based on Letter
No. 009/ORIF/MKTI.009/ORIF/MKTI/01/2024 dated 25 January 2024 regarding the Approval of
Shareholders and Controllers of PT Petrosea Tbk, (d) PT Mitsubishi HC Capital and Finance
Indonesia based on Letter No. FIN/XI/2023-0115 dated 15 November 2023: and (e) PT Bank HSBC
Indonesia based on Letter No. FIN/XI/2023-0012 dated 15 November 2023 regarding Notification
of Proposed Transaction.

Other than the approvals that have been obtained, as mentioned above, PTRO is not reguired to
obtain any approval from any third party in connection with the Proposed Transaction.

PTRO is not obligated to notify any third party prior to the completion of the Proposed

Transaction. As for the Company, KJP and CRO, are also not obligated to obtain approval from
and/or make any notification to any third party in relation to the Proposed Transaction.

IV. DESCRIPTION OF PTRO AS THE TARGET COMPANY

1, Brief History of PTRO

12

PTRO, domiciled in South Tangerang, is a limited liability company duly estab!ished and pursuant
to the laws of the Republic of Indonesia. PTRO was established under the name PT Petrosea
International Indonesia, based on the Deed No. 75 dated 21 February 1972, made before Djojo
Muljadi, S.H., Notary in Jakarta, which has been ratified by the Minister of Justice of the Republic
of Indonesia (currently the MOLHR) by virtue of its Decree No. Y.A.5/51/17 dated 30 November
1972, registered to the Registry Office of the Central Jakarta District Court under No. 3236 dated
7 December 1972 and published in the State Gazette No. 12 dated 9 February 1973, Supplement
to the State Gazette No. 96 (“Establishment Deed of PTRO”).

Up to the date of this Changes and/or Additions to the Disclosure of Information, the
Establishment Deed of PTRO which consists of the articles of association of PTRO has been
amended several times as lastly amended by the Deed No. 29 dated 26 October 2022, made
before Syarifudin, S.H., Notary in Tangerang, which has been approved by the MOLHR by virtue
of its Decree No. AHU-0078346.AH.01.02.Tahun 2022 dated 28 October 2022 and has been
notified to and received by the MOLHR based on (i) the Notification Receipt on the Change of
Articles of Association No. AHU-AH.01.03-0307673 dated 28 October 2022 and (ii the Notification
Receipt on the Change of Company Data No. AHU-AH.01.09-0070733 dated 28 October 2022, and
has been registered in the company register at the MOLHR under No. AHU-
0216938.AH.O1.11.Tahun 2022 dated 28 October 2022.

The Establishment Deed of PTRO including the amendments hereinafter referred to as the “AOA
of PTRO”.

PTRO has its head office at Indy Bintaro Office Park, Gedung B, Jl. Boulevard Bintaro Jaya Blok
B7/A6 Sektor VII, CBD Bintaro Jaya, Pondok Jaya Sub-district, Pondok Aren District, South
Tangerang.

On the date of this Changes and/or Additions to the Disclosure of Information, the ownership
structure of PTRO up to the individual ownership is as follows:

No Shareholders of PTRO Amount of Shares Percentage

1 PT Caraka Reksa Optima 694.964.093 68,907
2 PT Sentosa Bersama Mitra 190.149.759 18,851

3 Masyarakat/Publik 123.491.143 12,254
Amount of Issued and Paid-up Capital 1.008.605.000 100,004
No, Ultimate Beneficiary Owner of the Shares Ownership

1. Haji Romo Nitiyudo Wachjo

2.  Hapsoro

3. Ojauhar Maulidi

4. Medi Avianto

5. Teuku Syariful Alammuddin

6. Aria Meilyanti

7. Rafael Nitiyudo

8. Troy Trijono

9. Ruddy Santoso

10. Romi Novan Indrawan

13

Business Activities of PTRO

Pursuant to the Article 3 of the AOA of PTRO, the scope of activities of PTRO are engaging in the
Construction, Mining and Excavating, Manufacturing Industry, Trading, Transportation and
Warehousing, Information and Communication, Professional, Science and Technical Activities,
Leasing and Lease Without Option Right Activities, Employment, and Education Business
Activities. However, the business activities that have been carried out by PTRO are the
Construction Services, Mining Services, Transportation Services and Warehousing/Logistics
Activities, and Management Consulting Activities.

Capital Structure and Shareholding Composition of PTRO

Based on the Shareholders Register of PTRO dated 30 November 2023 issued by the Securities
Administrative Bureau of PTRO which is PT Datindo Entrycom pursuant to the Reference Letter
No. DE/I/24-0422 dated 29 January 2024, the capital structure and Shareholding composition of
PTRO as of 26 January 2024 are as follows:

Nominal Value of IDR50 per share
NOMINAL VALUE P3
lin Rupiah)
201,721,009,000 | -

DESCRIPTION NUMBER OF SHARES

Authorized Capital
Issued and Paid-up Capital
CRO 694,964,098

4,034,420,000

34,748,204,900 | 68.903

PT Sentosa Bersama Mitra 190,149,759 9,507,487,950 | 18.853
Public (others under 596) 123,491,143 6,174,557,150 | 12.244
Amount of Issued and Paid-up Capital 1,008,605,000 50,430,250,000 | 100.00
Amount of Shares in the Portfolio 3,025,815,000 151,290,750,000 | -

4) including the treasury shares in an amount of 16,940,500 shares
Composition of the BOD and BOC of PTRO

Based on the Deed No. 3 dated 4 December 2023, made before Shanti Indah Lestari, S.H., M.KN.,
Notary in Tangerang Regency and has been notified to MOLHR as proven by Notification Receipt
on the Change of Company Data No. AHU-AH.01.09-0197858 dated 19 December 2023, the
composition of the BOD and the BOC of PTRO on the date of the issuance of this Changes and/or
Additions to the Disclosure of Information are as follows:

B0D
President Director Michael

Director Kartika Hendrawan
Director Ruddy Santoso
Director Meinar Kusumastuti
Director Iman Darus Hikhman
Boc

President Commissioner concurrently
Independent Commissioner
Commissioner

Osman Sitorus

Prof. Ginandjar Kartasasmita

14

Commissioner
Commissioner
Commissioner

Independent Commissioner

Financial Information of PTRO

Djauhar Maulidi, S.E., M.B.A.
Jenderal Pol (Purn.) Drs. Sutanto

Erwin Ciputra

Setia Untung Arimuladi S.H., M.Hum.

Information on the Mining Owned by PTRO

132945
H3

#2500 29199 a9081 25.495
16.146 2 164 013 2
18517 9078 a27 esa
12205 1712 :
11345 Ga 3x05 2a2i
@8as 5381 ta 11637
cos 2770 1891 4260
18234 2520 esa Pri
2 - -L u90|
257653 231801 Za2ona| — 2220601|
252612 220.158 231.00 sn2s3e 208.461
saga 30525 53863 z :
701 za za 7e1 zai
s2a99 s0 260 581
-: 1 - .
27a80 28170 sa7a3 3426
41205 3672 .o.5|
228707 300025 EP 320 E
500.420 532730 s20.c05 s51.0aa 555.591

The mining owned by PTRO is carried out through PT Cristian Eka Pratama and through PT Kemilau
Mulia Sakti. In accordance with the Work and Cost Budget Plan 2024 (Rencana Kerja dan Anggaran
Biaya 2024 or RKAB 2024), as enclosed in and submitted with this document), the approved

amount of the coal production is as follows:

a. the amount of coal production in 2024 is a maximum of 1,198,936.86 ton.

b. the amount of coal production in 2025 is a maximum of 1,193,851.08 ton.

C. the amount of coal production in 2026 is a maximum of 1,193,836.25 ton.

Cadangan (ton)
Blok/Sub Blok
Terkira Terbukti Total
Blok Utara 1.200.000,00 13.800.12342 15.000.123,42
Blok Selatan 3.200.000,00 47.348.836,70 50.548.836,70
Total 4.400.000,00 61.148.960,12 65.548.960,12

The licenses owned are the Mining Business License for Production Operation (Izin Usaha
Pertambangan Operasi Produksi or IUP-OP) that is valid until 22 July 2038 and other related

licenses.

Risk Factor

The risk that may be faced by PTRO in carrying out its business activities are (i) the uncertain

15

nature conditions, (ii) changes in policies or laws and regulations, (iii) the uncertain mineral
market conditions, and (iv) in general, the uncertain global economic conditions.

V. EXPLANATIONS, CONSIDERATIONS, AND REASONS OF THE EXECUTION OF THE PROPOSED
TRANSACTION AND THE IMPACT OF THE PROPOSED TRANSACTION ON THE FINANCIAL CONDITION OF

THE COMPANY

1. Explanations, Considerations, and Reasons of the Execution of the Proposed Transaction

The Proposed Transaction that will be executed by KIP is a long-term strategy of KJP as part ofthe
Company's group aimed to increase the assets of KJP and the Company, expand the business
network, and as a part of the long-term business expansion plan of the Company's group to
become an integrated mining and mining services company. In addition, the Proposed Transaction
is expected to improve the operational performance to become more efficient and effective by
integrating the operation and strengthen the business portfolio of KJP and the Company in the
coal, gold, nickel, gas mining sector, and fully operated infrastructure.

The Proposed Transaction is expected to give an additional value and positive support to the
Company's performance entirely and to achieve the Company's target in establishing the best
synergy that may strengthen the Company's position as one of the companies engaging in the
integrated mining sector in Indonesia in which the aforementioned target is align with the
proposed growth of the Company in the mining, mining services sectors, and other activities
related to the mining activities.

The Company, through its subsidiaries, intends to integrate its mining business activities with
PTRO through certain forms of cooperation, where the subsidiaries of the Company use the
mining services provided by PTRO to build and/or operate mines, in which the mining business
licenses are owned by the subsidiaries of the Company. Definitely, such cooperation will be
studied by both parties independently by always adhering to the arm's length principle and will
always compty with the prevailing laws and regulations.

The long term strategies that will be conducted by KJP and/or the Company, particularly in relation
to the development of PTRO are as follows:

. Strengthen the current business lines of PTRO by increasing the value creation with
existing clients and the new clients.

. Diversifying the project portfolio of PTRO into other mineral mining sectors and capturing
other business opportunities in oil, gas, and infrastructure sectors, in line with the existing
industry development.

. Improve the efficiency of PTRO in providing an additional value to all clients and
stakeholders as a form of real contribution to the mining sector in Indonesia.

. Continue the whole transformation process in improving human resources competency
and management through education, training, and innovation development.

. Continue to strengthen the culture of safety and health through the implementation of
zero accident and operational excellence targets and conducting various ESG initiative
programs.

Through the cooperation that will be established between the Company and its subsidiaries, as
the owner of mining business license, and PTRO, as the mining services provider, it is expected
that the Company will develop into an integrated mining and mining services company.

The Impact of the Proposed Transaction on the Company's Financial Condition

This proforma financial information is based on the historical consolidated financial statement of
the Company and subsidiaries dated 30 September 2023 and for the nine months ended on such
date that has been reviewed and the financial statement of PTRO dated 30 September 2023 and
for nine months ended on such date that has been audited, and the adjustment to represent the
effect of the transaction.

Below is the impact of the Proposed Transaction on the Company's financial condition, that has
been expressed in the Independent Practitioner Assurance Report on the Compiled Consolidated
Proforma Financial Information for the nine months period ended on 30 September 2023 which
has been reported by the Public Accountant Martinus Arifin, No. AP. 1241 of the Public Accounting
Firm Tanubrata Sutanto Fahmi Bambang & Rekan under the Report No. 001/2.P2304/MA.2/09.23
dated 3 January 2024, with the following summary:

Laporan Posisi Keuangan Konsolidasian Ringkasan Proforma pada tanggal 30 September 2023

PT Petrindo PT Petrindo
Jaya Kreasi Tbk Jaya Kreasi Tbk
(Sebelum proforma) PTRO 2) Penyesuaian (Setelah proforma)

ASET
ASET LANCAR
Kas dan bank 0! 552.007.116.747 617.832.939.710 2.875.000.000 4.172.715-056-457
Aset keuangan lainnya - 1.272.077.838 - 1.272.077.838
Piutang usaha

Pihak ketiga 52.160.930.752 ——1.623.579.722.016 - 1.675.740.652.778

Pihak berelasi - 325.271.453.041 - 325.271.453.041
Piutang lain-lain

Pihak ketiga 1.541.232.820 1.212.526.000.146 - 1.214.067.232.9o6

Pihak berelasi - 54.341.020.750 - 54.341.020.750
Persediaan 467.062.581007 350.098.194.503 - 817.60.775.510
Aset kontrak - 82.695.320.393 - 82.695.320.393
Pajak dibayar di muka 100.460.515.316 188. 109.795.442 - 288.570.310.758
Uang muka dan beban dibayar

di muka 169.511.029.729 03.073.184.537 - 232.584.214.266
Aset lancar lainnya 2 308.056.627 156 & 308.056.627.156
Total Aset Lancar 1.342.743.406.371  4.836.856-335.542 2.875.000.000 6.182.474.741-913

ASET TIDAK LANCAR

Dana yang dibatasi penggunaannya

Piutang lain-lain jangka panjang

Uang muka pembelian aset

Aset eksplorasi dan evaluasi

Aset tetap

Properti pertambangan dan aset
aktivitas pengupasan lapisan
tanah

Aset hak-guna

Aset tidak bervujud - bersih

Goodiwill

Aset pajak tangguhan - bersih

Aset keuangan tidak lancar lainnya

Total Aset Tidak Lancar

TOTAL ASET

LIABILITAS DAN EKUITAS

LIABILITAS JANGKA PENDEK
Utang bank jangka pendek
Utang usaha
Pihak ketiga
Pihak berelasi
Utang lain-lain
Pihak ketiga
Pihak berelasi
Utang dividen
Beban akrual
Utang pajak
Uabilitas kontrak
Liabilitas jangka panjang yang
jatuh tempo dalam satu
tahun:
Pinjaman jangka panjang -
Pihak ketiga
abilitas sewa

Total Liabilitas Jangka Pendek

LIABILITAS JANGKA PANJANG
Utang jangka panjang - setelah
dikurangi bagian yang jatuh
tempo dalam satu tahun:
Pinjaman jangka panjang -
Pihak ketiga
Uabilitas sewa
Labilitas imbalan kerja karyawan
Liabilitas pajak tangguhan - bersih

Total Liabilitas Jangka Panjang

Total Liabilitas

EKUITAS

Modal saham &

Tambahan modal disetor

Saham tresuri

Penghasilan komprehensif lain -
Keuntungan aktuaria

Satdo (defisit) laba 8118 (

Total ekuitas yang diatribusikan
kepada pemilik entitas induk

Kepentingan non-pengendati

Total Ekuitas

14.315.269.679
13.116.974.645

247.634.448.987
562.093.014.885

110.762. 173.762

10.555.863.458

3.527.388.895.917

35.816.463.620

14.315.269.679
10.555.863.458
13.116.974.645
247.634. 448.987
4.089.481.910.802

146.578.637.382

505. 119.486.686 505. 119.486.686

1.794.685.749.682 - 1.794.085.749.682

- 306.921-011.096 - 306.921.011.096
410.474.532 14.669.057.956 - 15.079.532.488
231.416.400 89.150.039.392 29.381.455.792
948.563.772.890 — 6-284-306-567.807 7.232.870.340.697

92.328.478.694

105.836.858.715
325.000.000

268.343.250.320
16.748.954.951

1.121.162.903. 349

638.673.387.608

2.054.299. 152.816
28.408.099.041

42.602.822. 482
14.385.900.978
266.259.603.438
65.163.528.645
149.761.563.672

593.765-623.426
156. 106.093.498

2.875.000.000

13.415.345.082.610

(38.673.387.608

2.146.627.631.530
28.408.099. 041

148.439.681.197
325.000.000
14.385.900.978
534.602.853.758
81.912.483.596
149.701-503.672

593.765.623.426
156.106.093.498

483.582.542.680

4-009.425.775.624

4.493.008.318.304

1.865.793.325

2.415.258. 448.781
223.647.058.794
410.786.386.792
434.182.079.601

942.875.000.000

3.358.133.448.781
223.647.058.794
412.652. 180.117
434.182.079.601

1.865.793.325

3.483.873.973.968

942.875.000.000

4428.014.707.293

485.448. 336.005

7-493.299-749-592

942.875.000.000

8.921.623.085.597

2.248.378.000.000
25.937.075.000

9.240.703.846

647.137.538.034)

(

519.164.424.867 (
1.448.165.977)
31.567.594.705)

70.481.102.201)
3.270.253.932.231 (

519.164.424.867)
74.448.165.977
31.567.594.705

70.481.102.201

2.976.180.459-954)

2.248.378.000.0P0
25.937.075.000

9.240.703.846
353.664.065.757

1.636.418.240.812

169. 440.602.444

3.615.921.494.215 (

1.941.059.542

3.322.448.021.938)

2.382.448.021.938

1.929.891.713.089

2.563.830.283.924

1.805.858.843.256

3.627.863.153.757 (

4.493.721.997.013

(8 Laporan Keuangan Konsolidasian Interim Perusahaan pada tanggal 30 September 2023 yang telah direviu oleh KAP Tanubrata

Sutanto Fahmi Bambang & Rekan

1 Laporan Keuangan Interim PTRO pada tanggal 30 September 2023 yang telah diadit oleh KAP Imelda & Rekan
01 Estimasi kas yang dibayarkan untuk akuisisi dan kas yang diterima dari pinjaman bank

@# Penerimaan bersih dari pinjaman baru

(1 Milat negatif goodiwill dari akuisisi sebesar Rp 293.473.472.277
@ Eliminasi modal saham dan satdo laba PTRO

Laporan Laba Rugi Dan Penghasilan Komprehensif Lain Konsolidasian Ringkasan Proforma
untuk sembilan bulan yang berakhir pada 30 September 2023

PENDAPATAN
BEBAN POKOK PENDAPATAN

LABA BRUTO

Beban penjualan

Beban umum dan administrasi

(Beban) pendapatan operasi lainnya 8
LABA USAHA

Pendapatan keuangan
Beban keuangan

LABA SEBELUM PAJAK PENGHASILAN
BEBAN PAJAK PENGHASILAN

Kini

Tangguhan

BEBAN PAJAK PENGHASILAN

LABA NETO UNTUK PERIODE BERJALAN

PENGHASILAN KOMPREHENSIF LAIN:

Pos-pos yang tidak akan direklasifikasi ke

laba rugi

Kerugian aktuaria dalam penentuan manfaat

program pensiun
Pajak yang terkait dengan pos yang tidak
akan direklasifikasi

TOTAL PENGHASILAN KOMPREHENSIF LAIN
TOTAL PENGHASILAN KOMPREHENSIF UNTUK

PERIODE BERJALAN
Total laba neto yang dapat diatribusikan
kepada:

epada:
Pemilik entitas induk
Kepentingan non-pengendali

Total

Total penghasilan komprehensif yang dapat

diatribusikan kepada:
Pemilik entitas Induk
Kepentingan non-pengendati

Total

PT Petrindo PT Petrindo
Jaya Kreasi Tbk Tbk (» Jaya Kreasi Tbk
(Sebetum proforma) Penyesuaian (Setelah proforma)
1.158.461.055.356 - 1.158.461.055.356
540.907.412.908) L 540.907.412.908)
617.553.642.448 617.553.642.448
352.604.637.619) : ( 352.604.637.619)
37.010.463.038) . ( 37.010.463.038)
20.035.802.325) 293.473.472.271 273.437.669.952
207.902.739.466 293.473. AT2.277 501.376.211.743
9.551.538.671 9.551.538.671
1.507.479.423) ( 1.507.479.423)
215.946.798.714 293.473.472.277 509.420.270.991
49.433.796500) - ( 49.433.796.500)
49.433.796.500) - ( 49.433.796.500)
166.513.002.214 293. 473.472.271 459.986. 47A.APA
166.513.002.214 293.473. 472.271 459.967.
175.241.002.352 293.473.472.271 468.714.474.629
8.728.000.138) - ( 8.728.000.138)
166.513.002.214 293.473.472.277 459.986.474.491
175.241.002.352 293.A73.A72.277 468.714.474.629
8.728.000.138) - L 8.728.000.138)
166-513.002.214 293.473.472.271 459.386 A7AA9N

(Laporan Keuangan Konsolidasian Interim Perusahaan untuk periode yang berakhir pada tanggal 30 September 2023 yang telah
direviu oleh KAP Tanubrata Sutanto Fahmi Bambang & Rekan

@ Nilai negatif goodwill dari akuisisi

VI. SUMMARY OF APPRAISAL

The affected financial ratio prior to and upon the Proposed Transaction is conducted are as

follows:
Financial Ratio Prior to the Upon the Transaction
Transaction
Return of Eguity 9.224 10.249
Net Profit Margin 14.374 39.714

ORT REGARDING THE APPRAISAL OF THE TRANSACTION OBJECT Al
FAIRNESS OPINION

In connection with the Proposed Transaction, the Company has appointed KIPP as the official Office of
Public Appraisal Services based on the Finance Minister's Decree No. 2.19.0162 dated 15 July 2019 and
registered as a capital market supporting profession of OJK under Registered Letter of Capital Market
Supporting Profession of OJK No. STTD.PB-01/PJ-1/PM.223/2023 (business appraiser), has been assigned
by the Company's management to determine the market value of 34.004 of PTRO's shares and fairness
opinion of the Proposed Transaction in accordance with the assignment letter KR/231025-001 dated 25
October 2023 which has been approved by the Company's management.

A.

Summary of Appraisal Report of the Transaction Object

The following is a summary of the appraisal report from KJPP KR of the Transaction Object as
outlined in the Appraisal Report No. 00006/2.0162-00/BS/05/0153/1/11/2024 dated 1 February
2024 (“Appraisal Report”) with the summary as follows:

A1

Transacted Parties

The transacted parties are KJP and CRO.

Appraisal Object

The object of the appraisal is the market value of 34.004 of PTRO's shares.

Appraisal Objective

The objective of the appraisal is to obtain an independent opinion on the fair market value
of the Appraisal Object stated in Rupiah currency and/or its eguivalent on 30 September
2023.

Limiting Conditions and Major Assumptions

This appraisal was prepared based on the market and economic conditions, general

conditions of business and financial conditions as well as the government regulations
which remain valid until the issuance date of the Appraisal Report.

20

The Appraisal of Appraisal Object using discounted cash flow method is based on the
projected financiat statements of PTRO, PT POSB Infrastructure Indonesia (“PI”), PT
Mahaka Industri Perdana (“MIP"), PT Kinarya Bangun Sesama (“KBS”), PT Karya Bhumi
Lestari (“KBL”), PT Kuala Pelabuhan Indonesia (“KPI”), and PT Cristian Eka Pratama (“CEP”)
prepared by the management of PTRO, PII, MIP, KBS, KBL, KPI, and CEP. In preparing the
financial statement projections, varidus assumptions were developed based on the
performance of PTRO, PII, MIP, KBS, KBL, KPI, and CEP in previous years and based on
management's future plans. KJPP had made adjustments to the projected financial
statements in order to more fairly describe the operating conditions and performance of
PTRO, PII, MIP, KBS, KBL, KPI, and CEP assessed at the time of this appraisal. Overall, there
were not any significant adjustments made by KJPP to the performance targets of PTRO,
PII, MIP, KBS, KBL, KPI, and CEP which were assessed and have reflected their ability to be
achieved (fiduciary duty). KJPP was responsible for the implementation of the assessment
and fairness of financial statement projections based on the historicat performance of
PTRO, Pil, MIP, KBS, KBL, KPI, and CEP and PTRO management information on the
projected financial statements of PTRO, PII, MIP, KBS, KBL, KPI, and CEP. KJPP was also
responsible for PTRO's appraisal report and final value conclusion.

In this appraisal assignment, KJPP assumed the fulfillment of all conditions and obligations
of the Company. KJPP also assumed that from the date of appraisal until the date of
issuance of the appraisal report that there were not any changes that occurred which
might materially affect the assumptions used in the appraisal. KJPP was not responsible
for reaffirming or supplementing, updating KIPP's opinion due to changes in assumptions
and conditions and events occurring after the date of this report.

In carrying out the analysis, KJPP assumed and relied on the accuracy, reliability, and
completeness of all financial information and other information provided to KJPP by the
Company and PTRO or publicly available which was essentially true, complete, and not
misleading and KJPP was not responsible for conducting an independent examination of
such information. KJPP also relied on assurances from the management of the Company
and PTRO that they did not know the facts which led to the information given to us to be
incomplete or misleading.

The appraisal analysis of the Appraisal Object was prepared using the data and
information as disclosed above. Any changes to such data and information might
materially affect the final result of KJPP's opinion. KJPP was not responsible for changes
in the conclusion of KJPP's appraisaf nor for any loss, damage, cost, or expense caused by
non-disclosure of information causing the data obtained by KJPP to become incomplete
and/or can be misinterpreted.

Since the results of KJPP's appraisal are highly dependent on the underlying data and
assumptions, changes in data sources and assumptions according to market data will
change the results of KJPP's appraisal. Therefore, KJPP noted that changes to the data
used might affect the results of the appraisal and that the differences that occur might be
material. Although the contents of this appraisal report have been carried out in good
faith and in a professional manner, KJPP could not accept responsibility for the possibility
of differences in conctusions caused by additional analysis, the application of appraisal
results as a basis for conducting transaction analysis or changes in the data used as the

21

basis for appraisal. The appraisal report of the Appraisal Object represents a non-
disclaimer opinion and is an open-for-public report unless there is confidential
information in the report, which might affect the operations of the Company and PTRO.

KJPP's work related to the appraisal of the Appraisal Object was not and could not be
interpreted in any form, a review or audit, or the performance of certain procedures on
financial information. Such work was also not intended to reveal weaknesses in internal
control, errors or irregularities in financial statements, or violations of law. Furthermore,
KJPP has also obtained information on the legal status of PTRO based on PTRO's articles
of association.

Appraisal Method

The appraisal is based on internal and external analysis. Internal analysis will be based on
data provided by management, historical analysis of the statements of financial position,
and comprehensive profit and loss statement of PTRO, PII, MIP, KBS, KBL, KPI, and CEP,
assessment of operating and management conditions and resources owned by PTRO, Pil,
MIP, KBS, KBL, KPI, and CEP. Prospects of PTRO, PII, MIP, KBS, KBL, KPI, and CEP in the
future KJPP evaluates based on business plans and projections of financial statements
provided by management which KIPP has reviewed for fairness and consistency. The
external analysis is based on a brief review of externalfactors considered as value drivers,
including a brief review of the prospects of the industry concerned.

In applying the appraisal method to determine an indication of the market value of a
“business interest”, it is necessary to refer to representative financial statements
(statement of financial position and comprehensive profit and loss statement), hence the
need for adjustments to the book value of the statement of financial position and
normalization of profit of the comprehensive profit and loss statement which are usually
prepared by management based on historical values. However, the book value of a
company reflected in the statement of financial position and comprehensive profit and
loss statement is the acguisition value and does not reflect the economic value that can
be fully referenced as the market value at the time of the appraisal.

The appraisal method used in the appraisal of the Appraisal Object are the discounted
cash flow (DCFJ method, the adjusted net asset method, and the guideline publicly traded
company method.

The discounted cash flow method was chosen considering that the business activities
carried out by PTRO, PII, MIP, KBS, KBL, KPI, and CEP in the future will still fluctuate in
accordance with estimates of the development of PTRO, PII, MIP, KBS, KBL, KPI, and CEP
businesses. In carrying out the appraisal using this method, the operations of PTRO, PII,
MIP, KBS, KBL, KPI, and CEP are projected in accordance with the estimation of the
business development of PTRO, PII, MIP, KBS, KBL, KPI, and CEP. The cash flows generated
based on the projections are converted to present value with a discount rate appropriate
to the level of risk. The value indication is the total present value of the cash flows.

In carrying out the appraisal using the adjusted net assets method, the value of all asset
and liability components must be adjusted to their market value, except for those

22

components that have already shown their market value (such as cash/bank or bank
debt). The overalt market value of the company was then obtained by calculating the
difference between the market value of all assets (tangible and intangible) and the market
value of liabilities.

The comparative method of listed companies in the stock exchange was used in this
appraisal because although in the stock market of listed companies there was not any
information on similar companies with similar business scale and assets, it was estimated
that the existing stock data of tisted companies could be used 3s comparative data on the
value of shares owned by PTRO, PII, MIP, KBS, KBL, and KPI.

The above appraisal approaches and methods were those that KIPP considered most
suitable to be applied in this assignment and had been agreed upon by the management
of the Company and PTRO. It is possible to apply other appraisal approaches and methods
that may provide different results.

Furthermore, the values obtained from each method are reconciled by weighting.

Based on the appraisal method above, the analysis for the appraisal of 34.004 PTRO's
shares is as follows:

Kw ———— Lam (iman USD:
Keterangan

Era
1019
102

Ia pasar 34 O0ta saka Pi
Ing si MN pasar 9 2 sanam SI
Ind asi 3. pasa" 51 284 garam MID
Hinstaginigipasa" 99.556 yana KBS
| Ingigginra- pasa: 100 076 saham PTS,
Ingkasi M3 pasar 120 004 Saham RK

Metoda Oiskarta Arus Kas San Meta Pembani ng Perusahaan Ti
Metoda Penjescaan Aset Beran
Wetnga Penjesna an Asri Beran

2 sanawKtus | aset
Haram CEP | PendasatandanSset

Iratas pu pasar

Appraisal Conclusion

Based on the results of the analysis of all data and information that KJPP has received and
taking into account all relevant factors affecting the appraisal, in KIPP's opinion, the
market value of the Appraisal Object as of 30 September 2023 is USD63.12 million.

Fairness Opinion on the Proposed Transaction

The following is a summary of the Fairness Opinion Report from KJPP on the Proposed
Transaction as set forth in the Fairness Opinion Report with the following summary:

8.1

B.2

Transacted Parties
The transacted parties are KJP and CRO.

Transaction Object of the Fairness Opinion

23

B.3

B.4

B.5

The transaction object in the Fairness Opinion on the Proposed Transaction is a
transaction where KJP plans to acguire 342,925,700 PTRO shares from CRO, representing
34.004 of the entire capital and paid-up capital of PTRO, with a transaction value of
IDR940.00 biliion.

Purpose and Objective of the Fairness Opinion

The purpose and objective of the preparation of the Fairness Opinion Report on the
Proposed Transaction is to provide an overview to the BOD of the Company regarding the
fairness of the Proposed Transaction from a financial aspect and to fulfill the applicable
provisions, namely OJK Regulation 17/2020.

Date of the Fairness Opinion

The Fairness Opinion on the Proposed Transaction in the Fairness Opinion Report is
calculated on 30 September 2023. This date is chosen on the basis of consideration of the
interest and purpose of the analysis of the Fairness Opinion on the Proposed Transaction.

Limiting Conditions and Major Assumptions

The Fairness Opinion analysis of the Proposed Transaction was prepared using the data
and information as disclosed above, such data and information of which KIPP has
reviewed. In performing the analysis, KJPP relied on the accuracy, reliability and
completeness of all financial information, information on the legal status of the Company
and other information provided to KJPP by the Company or publicly available and KJPP
are not responsible for the accuracy of such information. Any changes to such data and
information may materially influence the outcome of KJPP's opinion. KJPP also relied on
assurances from the management of the Company and PTRO that they did not know the
facts which led to the information given to us to be incomplete or misteading. Therefore,
KJPP was not responsible for changes in the conctusion of KJPP's Fairness Opinion due to
changes in such data and information.

The Company's consolidated projected financial statements before and after the
Proposed Transaction was prepared by the Company's management. KJPP has reviewed
the projected financial statements and those projected financial statements have
described the Company's operating conditions and performance. Overall, there were not
any significant adjustments to be made to the Company's performance targets.

KJPP did not perform an inspection on the Company's fixed assets or facilities. In addition,
KJPP also did not give an opinion on the taxation impact of the Proposed Transaction. The
service that KJPP provided to the Company in relation to the Proposed Transaction merely
was the provision of the Fairness Opinion on the Proposed Transaction and not accounting
services, auditing or taxation. KJPP did not perform observation on the validity of the
Proposed Transaction from the legal aspect and the implication of taxation aspect. The
Fairness Opinion on the Proposed Transaction was only performed from economic and
financial aspects. The Fairness Opinion Report on the Proposed Transaction represented
a non-disclaimer opinion and was an open-for-public report unless there was confidential
information on such report, which might affect the Company's operations. Furthermore,

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8.6

KJPP has also obtained information on the legal status of the Company and PTRO based
on the articles of association of the Company and PTRO.

KJPP's work relating to the Proposed Transaction was not and could not be interpreted in
any form, a review or audit, or the performance of certain procedures on financial
information. Such work was also not intended to reveal weaknesses in internal control,
errors or irregularities in financial statements, or violations of law. In addition, KJPP did
not have the authority and was not in a position to obtain and analyze a form of other
transactions outside the Proposed Transaction that existed and might be available to the
Company and the effect of these transactions on the Proposed Transaction.

This Fairness Opinion was prepared based on market and economic conditions, general
business and financial conditions, as well as the Government regulations related to the
Proposed Transaction on the issuance date of this Fairness Opinion.

In the preparation of this Fairness Opinion, KJPP applied several assumptions, such as the
fulfiliment of all conditions and obligations of the Company and all parties involved in the
Proposed Transaction. The Proposed Transaction will be executed as described according
to a predetermined time perjod and the accuracy of information regarding the Proposed
Transaction which was disclosed by the Company's management.

The Fairness Opinion should be viewed as a whole and the use of partial analysis and
information without considering other information and analysis as a whole may cause
misleading views and conclusions on the process underlying the Fairness Opinion. The
preparation of the Fairness Opinion was a complicated process and might not be possible
to perform through incomplete analysis.

KJPP also assumed that from the issuance date of the Fairness Opinion until the execution
date of the Proposed Transaction, there were no changes that could materially affect the
assumptions used in the preparation of this Fairness Opinion. KJPP are not responsible to
reaffirm or to supplement, or to update our opinion due to changes in assumptions and
conditions, as well as events occurring after the date of this report. The calculation and
analysis in order to provide Fairness Opinion have been performed properly and KJPP are
responsible for the Fairness Opinion Report.

The conclusion of the Fairness Opinion is applicable for no changes that might materially
impact on the Proposed Transaction. Such changes include, but are not limited to, changes
in conditions both internally in the Company and externatly on the market and economic
conditions, general conditions of business, trading and financial as weli as Indonesian
government regulations and other related regulations after the issuance date of this
Fairness Opinion Report. Whenever after the issuance date of this Fairness Opinion
Report such changes occur, the Fairness Opinion on the Proposed Transaction might be
different.

The Approaches and Procedures of the Fairness Opinion on the Proposed Transaction

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In evaluating the Fairness Opinion on the Proposed Transaction, KJPP had performed
analysis through the approaches and procedures of the Fairness Opinion on the Proposed
Transaction as follows:

1"

Analysis of the Proposed Transaction

The analysis of the Proposed Transaction is carried out based on information
regarding the Proposed Transaction provided by the management of the
Company, namely a transaction in which KJP ptans to acguire 342,925,700 PTRO
shares from CRO, representing 34.00x of the entire paid-up and issued capital of
PTRO, with a transaction value of Rp 940.00 billion.

The transaction is a material transaction as stipulated in OJK Regulation 17/2020.
Oualitative and Ouantitative Analysis of the Proposed Transaction

Oualitative and guantitative analysis of the Proposed Transaction is carried out by
conducting a review of the mining contractor industry which will provide an
overview of the development of the performance of the mining contractor
industry in the world and in Indonesia, analyzing the operational activities and
business prospects of the Company, the reasons for the Proposed Transaction,
advantages and disadvantages of the Proposed Transaction and conduct an
analysis of the historical financial performance of the Company and PTRO based
on the Company's consolidated financial statements for the nine-month period
ending on 30 September 2023 and for the years ending on 31 December 2018 -
2022 which have been audited, and PTRO's financial statements for the nine-
month period ending on 30 September 2023 and for the years ending on 31
December 2018 - 2022 which have been audited,

Furthermore, KJPP also analyzed the proforma report and incremental analysis of
the Proposed Transaction, where after the Proposed Transaction becomes
effective, based on the Company's proforma consolidated financial statements,
the Company has the potential to obtain additional net income for the
period/current year for the three-month period ending on 31 December 2023 and
fortheyears ending on 31 December 2024-2028, so that it is expected to improve
the Company's financial performance in the future.

Analysis on the Fairness of the Proposed Transaction

Analysis of the fairness of the Proposed Transaction is carried out by conducting
gualitative and guantitative analysis of the Proposed Transaction. Oualitative
analysis is conducted by considering the benefits and risks as well as the potential
benefits of the Proposed Transaction for all shareholders of the Company.
Furthermore, guantitative analysis is carried out by considering the potential
benefits before and after the Proposed Transaction is carried out in terms of the
Company's financial projections and the potential benefits of the difference in
transaction value with the market value of 34.0096 PTRO shares amounting to

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4.084, which percentage does not exceed 7.505 of the market value of 34.00
PTRO shares amounting to USD 63.12 million.”

B.7  Conclusion

Based on the scope of works, assumptions, data, and information acguired from the
Company's management used in the preparation of the Fairness Opinion Report, a review
of the financial impact of the Proposed Transaction as disclosed in this Fairness Opinion
Report, therefore in KJPP opinion, the Proposed Transaction is fair.

VII. DECLARATION OF BOD AND BOC

1: The BOD declare that the Proposed Transaction does not constitute an Affiliated Transaction as
referred to in OJK Regulation 42/2020.

2, The BOD and the BOC, either jointly or individually, hereby declare that:
a. The Proposed Transaction is a material transaction as referred to in OJK Regulation
17/2020, but is not a conflict-of-interest transaction as referred to in OJK Regulation
42/2020: and
b. All material information has been disclosed and such information is not misleading.
VIII, EXTRAORDINARY GENERAL ME: 'G OF SHAREHOLDERS

The Company has announced the notice of EGMS in accordance with OJK Regulation 15/2020 through IDX
website www.idx.co.id, eASY.KSEI platform and the Company's website www.petrindo.co.id on 5 January
2024. The invitation to the EGM will be announced through the same media on 20 January 2024.

In accordance with the provisions of the prevailing laws and regulations, the Proposed Transaction will be
sought for approval at the EGMS of the Company which will be held at:

Day/Date : Monday, 12 February 2024

Time : 14.00 GMT-7 — finish

Place : Wisma Barito Pacific I, Floor M, Let. Jend. S. Parman Street Kav. 62 — 63, West Jakarta
11410

The following are important dates in relation to the EGMS of the Company:

No. Description Schedule

L, Notification of EGMS Agenda to OJK 28 December 2023
2 Announcement of EGMS 5 January 2024
3. Announcement of Disclosure of Information 5 January 2024
4. Closing Date in DPS (Recording Date) 19 January 2024
Si Invitation to EGMS 20 January 2024
6. EGMS 12 February 2024

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7 Announcement of EGMS Minutes Summary 15 February 2024
8. Submission of EGMS Minutes to OJK 15 February 2024

The EGMS Agenda is as follows:

1 Approval of the Company's plan to conduct a Material Transaction as referred to in OJK Regulation
17/2020 in the form of an acguisition of 342,925,700 shares or approximately representing 344 of
total issued and paid up capital of PTRO, owned by CRO, that will be conducted by KIP, as the
controlled limited liability company of the Company.

2. Approval of the change of management of the Company.

Shareholders who are entitled to attend the EGMS are Shareholders who are registered in the Company's

DPS and or holders of securities sub-accounts at the close of stock trading on the IDX on 19 January 2024

or their representatives with a valid power of attorney.

Attendance and Resolutions Ouorum of the EGMS

The attendance and resolution guorum of the Company's EGMS will follow the provisions of the
Company's Articles of Association and the provisions of Article 41 OJK Regulation 15/2020.

First EGMS:

The EGMS can be held if the EGMS is attended by more than 1/2 of the total number of shares with valid
voting rights.

Resolutions of the EGMS shall be valid if approved by more than 1/2 of the total number of shares with
valid voting rights present at the EGMS

Second EGMS:

In the event that the guorum at the first EGMS is not reached, the second EGMS may be held if the EGMS
is attended by more than 1/3 of the total number of shares with valid voting rights.

The resolution of the second EGMS shall be valid if approved by more than 1/3 of the total number of
shares with valid voting rights present at the second EGMS.

Third EGMS:
In the event that the attendance guorum at the second EGMS is not achieved, the third EGMS may be

held provided that the third EGMS is valid and entitled to make decisions if attended by Shareholders with
valid voting rights, within the attendance guorum determined by OJK at the reguest of the Company.

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This Changes and/or Additions to the Disclosure of Information is related to the Proposed Transaction in
accordance with the provisions of OJK Regulation 17/2020, and has been announced through the IDX
website (http://www.idx.co.id), the eASY.KSEI platform and the Company's website www.petrindo.co.id.

If this Proposed Transaction does not obtain approval from the EGMS, then the plan can only be
resubmitted 12 months after the EGMS.

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DDITIONAL INFORMATION

Any Shareholders who need any additional information may contact the Company during business hours
at the following addresses:

Corporate Secretary
PT PETRINDO JAYA KREASI TBK
Wisma Barito Pacific Building, 38 Floor
Let. Jend. S. Parman Street Kav. 62-63, Jakarta 11410
Telp. (021) 5308520
Website www.petrindo.co.id
Email corsec@petrindo.co.id

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